Counter Clockwise
by classiccatastrophe
Summary: AU. No spoilers. Does not involve Clockwork Princess. Tessa G./Will H. and possible other couplings too. IN PROGRESS


**Author's Note: This is my first posted fanfic. I hope you guys enjoy. I want to make it slightly long. So many chapters are to come. Feedback is GREATLY appreciated. Both complimentary and critical. I work very hard to make my writing sound and look mature, not like a fifth grader. I check for grammar and spelling mistakes along with character and time era details being correct. If you see ANYTHING that looks wrong or could be fixed to be better, please let me know. Thank you. Now, on with chapter one. **

**Disclaimer: I don't own anything, unless stated otherwise.**

_I've got another confession to make _

_I'm your fool_

_Everyone's got their chains to break holding you _

_Were you born to resist or be abused?_

_Is someone getting the best of you?_

_-Foo Fighters, "Best Of You"_

**Twelve AM**

Any other time, Theresa Gray would probably have stopped caring. She would have forgotten and just moved on. No sweat of her back. She was an incredibly nice girl, always wanting to make friends, but if someone wanted to be flat out rude and hateful, she didn't need them. And yet, this wasn't just any other time. This was the first and only time for her. The first and only time she had ever had her heart ripped out and completely broken. This was the first and only time it was done by the person she was completely and utterly in love with. Jessamine and Sophie both said that she would get over it. He wasn't worth it. Society would say she's too young and that she'd find someone new, but she wasn't naïve. Well, not anymore anyway. Her life and the way she lived it was nothing close to society's idea of "normal". She had grown up more in the couple of months she had been at the Institute than she had in her whole eighteen years of existence.

It's these thoughts that plagued Tessa Gray while she stared at sentence 5 of paragraph 3 of Chapter 15 in _A Tale of Two Cities. _She huffed and blew part of her bangs out of her eyes. They fell right back where they were. She placed her thumb on the page and closed her book softly. She rolled her head around, trying to work out all the kinks that she had gotten while sitting with her head down for so long. She stood, setting her book down and losing the place, and worked the cramps out of her once folded legs. Her blanket slid to the floor and her skirt rustled around her feet. She stretched and yawned checking the clock as she did, which earned a groan. It was almost midnight. Breakfast would be served in close to seven and a half hours. She sighed looking around as she did so. The library was quiet and growing cold. Church was sleeping in a ball close to the dying fire and outside the soft patter of rain danced on the Institute. She scooped up her book in one hand and Church in the crook of her other arm and made her way out of the library and towards her room.

Tessa walked mindlessly. Besides to the dining room, the path to the library was one she didn't have to pay much attention to. Even though getting around the Institute was easier now that she had been there so long, she'd still get lost every now and then if she wasn't paying attention. So as usual, not paying attention and thinking about one hundred other things, she lazily rounded the corner and ran straight into something warm and soft, but solid at the same time. It chuckled. What was warm, soft, solid, chuckled, and smelled delicious, like a mixture of wood, clean laundry, and tarts? She groaned.

"Not happy to see me?" William Herondale asked his usual cocky grin stationary on his face, a little bit of powdered sugar clinging to his bottom lip. "I've been told that my angelic features and dazzling personality are always welcome."

Tessa glared, trying to avoid his cerulean eyes. They reminded her of the ocean. The waters could be light or dark, they could be easy to see through or they could pull you under in a heartbeat, and they were always, without fail, the most beautiful thing she would ever see. Therefore, this caused her a problem. How do you pretend to hate someone when all you want to do is lose yourself in them?

"Welcome to a nest of hungry vampires maybe. But me? No." She snapped. She could see her door from where they were standing and she stared at it, hoping that maybe he would get the point.

"Ah, you don't mean that. Besides, I'm just glad you're speaking to me again." He smiled another cocky grin, like he knew it wouldn't be long before she caved in.

"Trust me. If I could avoid speaking to you right now, I would. But as it is, you could overtake me if I tried to get away. Which, knowing you, you would try." She set Church down at her feet, where he sat down and waited patiently for her to come along too. She put her hands on her hips and waited for him to move, still trying to avoid his eyes.

"Seems Church is getting attached to you." He ignored her previous comment and looked down at the cat in disdain, not noticing that she obviously wanted to get out of there. He looked back at her, no smile on his face. She still wasn't looking in his eyes, but that was okay with him. It gave him time to look at her. He hadn't done it in almost two months. Her hair was loosely curled and pulled back in a small clip, some of it falling out and hanging around her shoulders because it was so thick. Her dress was wrinkled. She'd obviously been sitting. In the library he assumed by the book she held in her hand.

"Yeah well at least he likes me." She huffed, finally looking at him with a glare. She hadn't meant for the comment to come out, but she wouldn't regret it. He needed to realize that he broke her. She was slightly satisfied to see the hurt look spread across his face. So he wasn't so dumb after all.

"I like you Tess. More than I should." He spoke softly, almost whispering like someone else would hear them even though they were the only ones in the corridor at this time of night, and deeply, causing her to shiver out of want. He reached out and touched her hair, letting the soft wavy strands slide through his fingers. It reminded him of silk, rare and beautiful. Tessa let out a shaky breath at his proximity and did everything she could to fight the need to move closer to him.

"Will…" was all she said before he wrapped his arms around her and held her securely to him. She stood there with her arms dangling at her sides, not sure whether she should be happy that they were somewhat talking again or be angry that she relished this, desired this, and wanted this more than anything and she was trying her hardest to resist the urge to wrap her arms around him in return.

"I'm so sorry." Will whispered in her ear. He breathed her in. The smell of old books, lavender, and a cozy fire met his nostrils. He could feel her slowly wrap her arms around him. He smiled softly and held her tighter. She knew, deep down, without him having to say why, that he was sorry about everything. Sorry that her brother betrayed and abandoned her, sorry that he was so easily tricked by Mortmain, sorry for what he said to her in the attic, sorry that they hadn't talked in almost two months, and most of all, sorry that, even though he wants to give into what he feels for her, he can't and he knows that even though she won't ever be the same, she forgives him.

Tessa pulled back from him and reached out with her fingers to wipe away the rest of the powdered sugar from his mouth. "You shouldn't eat sweets so late at night. It's not healthy." She said with a small smile. He chuckled softly and kissed her palm. It sent a million shocks running through her body but she didn't let it show.

"Have I ever done anything for my health?" He asked with one of those crooked smiles he only saved for Tessa. She shook her head and let her hand rest on his face watching the way he closed his eyes so he could soak up the moment. When he opened them again, one lone tear had escaped from her eye and he wiped it away for her. He smiled one last sad smile before letting her go completely. She immediately shivered from the absence of warmth. "I think it's time for bed Tess. It's almost twelve thirty. "She nodded slowly and took one last look in his breathtaking eyes, before she scooped up Church and started to walk away.

"Goodnight Tess. Sleep well." He called after her, entranced by the way the moonlight from the window made her hair seem to take on a silver sheen. She had come to a stop in front of her door and was turning to say goodnight back, but he was already gone.

**2:30 AM**

She was standing on the roof of the Institute looking down on the blood soaked yard. She could see the lifeless bodies of Sophie, Henry, Charlotte, Jem, and Jessamine. She was frantically searching for Will. She couldn't see him anywhere and was beginning to panic. All of sudden she was down there standing amongst the bloody bodies of her friends and the damned clock people. And there was Will, fighting Mortmain at the front entrance to the Institute. The battle raged on and no matter how much Tessa screamed, neither one seemed to hear her.

Will took a leap at Mortmain and managed to stab him in the chest, but all Mortmain did was laugh. Will took a step back, fright written on his face. He turned to Sophie and yelled for her to run away. Cecily would help her, just run. But all she could do was stand and stare as Mortmain pulled out an ornately designed pistol and started to shoot Will. His blood was the color of the sky on a cloudless summer day and it didn't look like it should be coming out of the person she loved as she watched them die. Mortmain shot another round into Will. When he was done, he turned on Tessa, held the pistol towards her, and _bang! Bang! Bang! _

Tessa awoke with a scream. Her heart was racing at least fifty miles an hour. She was soaked through with sweat and her sheets were sticking to her. It took her another minute to realize that someone was banging on her door, which to her immense relief supplied the sound affects for her dream. She quickly pulled her nightgown on and threw her robe over it and opened her door. There was a much disheveled looking Charlotte, holding a witchlight in her hand and a weapon in the other. Something was obviously wrong.

"Tessa, I don't want you to be alarmed or upset, but there is someone downstairs to see you and I think you should see them." She said in a big rush and immediately turned and started to run towards the direction of the front entrance. Tessa, puzzled and anxious, slipped on her shoes and hurried after her.

Once she reached the front hall she was even more surprised to see that everyone, minus the people standing guard, were there. Will, Jem, Sophie, Henry and Charlotte were all there. All with weapons she noticed too, minus Sophie. Tessa instantly looked at Will, worry and fright on her face. He slowly walked over to her and offered her his elbow, which she gladly took. She knew she would need his support if the weapons were any indication as to what she had to face. She looked at Henry and nodded. He in turn looked at Charlotte who motioned for him to open the door.

There, in the low light of the porch lamp, was Nathaniel and two clockwork people. He had a menacing smile on his face and appeared to be completely oblivious to their weapons. Tessa froze and could only stare. How _dare _he! How could he just show up here unannounced after he was partly responsible for the deaths of Thomas and Agatha. How could he? He almost caused her to lose Will and the others.

Will looked down at her worriedly. She wasn't hearing a word that Nathaniel was saying. She opened her mouth to say something and closed it again. What could she say? All she wanted to do was hurt him. He was no longer her brother. The person before her was the shell he had once used. As far as she was concerned, her brother was dead to her. Therefore, she felt no guilt in what she was about to do. Slipping her hand from Will's elbow, she slid it around his waist. He put his arm around her shoulders and gave her a slight squeeze. He thought she still needed support. Any other time, Tessa would have found this sweet and she would have looked up at him and smiled. But she could only focus on the bastard in front of her.

Letting her arm fall away, she held her hand behind her. Her heart was beating so fast, she was sure someone would have to notice and she was starting to sweat, but her rage kept her focused. All she saw was the shell of Nathaniel. She took one step towards him and another. By this time, all he could do was watch her. The clockwork people made to protect him, but he held up his hand stopping them.

"I'll go with you…Nate." She said, trying to hide her grimace at the use of his old name. She heard the yells and protests of those behind her, but before they could stop her, she had already given him a smile and offered him her unoccupied hand.

"I knew you would come to your senses Tessie." He smiled hugely and sickeningly at her and pulled her into a hug. "The Magister will be-"He was cut off. Tessa took four huge steps away from him back into the arms of Will, who held her tightly and they all stared in shock. Where an unharmed Nathaniel once stood, he was now on the ground gurgling and bleeding out, one of Will's ice daggers gleaming in the moonlight.

**Author's Note: **

**So, how did everyone like it? I am really looking for feedback, both positive and negative. Things like, where would you like to see the plot go? What other couples would you like to see? Etc. But be polite please! I know it won't be everyone's cup of tea, but I am trying. I'm also going to put lyrics of a song before every chapter that I think kind of describes Tessa and Will. So I'd like to hear what songs you guys think of when you think of them. I'm not going to say a certain number of reviews before I update, but I would like to have a good amount of feedback to go on so I know what I need to do to make the next chapter better.**

**Thank you for reading! You guys make this happen. **


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